UTM Engineering Pvt. Ltd. v. Hindustan Zinc Limited
2022-08-03
VINIT KUMAR MATHUR
body2022
DigiLaw.ai
ORDER : 1. Since the dispute in both these applications is identical to each other, therefore, they are being decided by this common order. 2. The present applications under Section 11 of the Arbitration and Conciliation Act, 1996 have been filed by the applicants on account of the dispute having been arisen in furtherance of the Contract Agreement dated 01.03.2017 and 13.12.2016 entered into between the parties. The existence of the Arbitration Clause for resolution of dispute is not disputed by both the parties and, therefore, the only point for consideration in the present case is the existence of the dispute between the parties. 3. Learned counsel for the respondents, at the very outset, submits that there is no dispute in existence between the parties as in the Minutes of Meeting dated 20/21.11.2018, it has been agreed that the claims of the applicants stand settled full and final. 4. Learned counsel for the applicant-Company while disputing the fact of the full and final settlement of dispute vide Minutes of Meeting dated 20/21.11.2018, submits that immediately on 22.11.2018, he has sent an e-mail, stating therein that the Agreement was done in hasty manner and the payment was required to be done within a period of 10 days. This e-mail was received by the respondents and it was responded to on 22.11.2018 itself stating that every single word was intact as discussed and agreed with Mr. Praveen and it was signed by the applicant also. Thereafter on 29.11.2018, an e-mail was sent by the applicant-Company which reads as under: “Dear Mr. Doddihal, As per our conversation this morning, we have attached herewith our signed MOM with the change as agreed by you. We have clearly written that you will release Rs.100 Lakhs to enable us to pay retrenchment dues of site labour. Immediately thereafter, you will release both our bank Guarantees and pay the balance amount due to us. It is specifically on this condition that we have agreed to sign this MOM. The original signed document is being sent by courier to reach you tomorrow. We hope that you can release funds urgently as discussed. Best Regards Gnyandeep” 5. In furtherance of this e-mail, the applicant added Point No.12 in the Minutes of Meeting dated 20/21.11.2018 which reads as follows:- “12. HZL will release Rs.1.0 Cr immediately to pay workers for full & final settlement.
We hope that you can release funds urgently as discussed. Best Regards Gnyandeep” 5. In furtherance of this e-mail, the applicant added Point No.12 in the Minutes of Meeting dated 20/21.11.2018 which reads as follows:- “12. HZL will release Rs.1.0 Cr immediately to pay workers for full & final settlement. Immediately thereafter, our BCTs will be released and balance money will be paid to UTM.” 6. This amended draft of the Minutes of Meeting dated 20/21.11.2018 containing Point No.12 was sent by the applicant-Company and was agreed by the respondents. In furtherance of the amended Minutes of Meeting dated 20/21.11.2018, the respondents made the following payments:- Order Bank Amount Document No. Date Mode of payments 8520000554 IDBI 10,00,000.00 3200701191 05-02-2019 Cheque No.305958 8520000540 IDBI 49,45,645.00 3200701174 31-01-2019 Cheque No.305938 8520000554 IDBI 8,38,686.00 3200701170 30-01-2019 Cheque No.305937 8520000540 8520000554 HDFC 1,24,11,433.00 3200700878 12-12-2018 812125610 1048 7. According to the respondents in furtherance of the final settlement between the parties, they have completed their part by paying all the amount due and thus, there is no dispute which arise for consideration before this Court. 8. The learned counsel for the applicant-Company submits that the preparation of the Minutes of Meeting is not disputed by him. He submits that even the signatures have been made by the applicant but the condition in which the signatures are made is very tricky as the appellant-Company was facing liquidation and therefore, under compulsion, the Minutes of Meeting and the amended Minutes were signed by the applicant. He submits that the total amount due to the applicant-Company is 6 Crore 48 Lacs and therefore, the amount so far received by the Company is only a part payment. He further submits that while signing the Minutes of meeting, the Promoter of the Company was not in the correct frame of mind and therefore, the hasty decision made by him while signing the papers cannot bound the applicant. 9. Learned counsel submits that the appellant-Company was hard-pressed, facing acute crunch of finances, therefore, whatever money sent by the respondents was received by it. He further submits that on 26.03.2019, an e-mail was also sent by the applicant-Company to the respondents to the effect that the entire payment has not been made in 10 days. 10.
9. Learned counsel submits that the appellant-Company was hard-pressed, facing acute crunch of finances, therefore, whatever money sent by the respondents was received by it. He further submits that on 26.03.2019, an e-mail was also sent by the applicant-Company to the respondents to the effect that the entire payment has not been made in 10 days. 10. Learned counsel for the applicant-Company further submits that the applicant has signed the Minutes of Meeting under pressure as the respondent-Hindustan Zinc Limited is a mighty Company, therefore, he was forced to sign the paper. He further submits that since the Company was in dire need of money, therefore, the amount sent by the respondents was accepted to meet the financial crunch. He, therefore, submits that the dispute still exists between the parties and the matter may be referred to the Arbitrator. 11. Learned counsel for the respondents, on the strength of the Minutes of Meetings noted above and the e-mails exchanged between the parties submit that since the applicant signed all those documents after taking all precaution and with wide open eyes, therefore, it cannot be said that those documents were signed by the applicant in a hasty manner. Merely because the Company is facing financial crunch, therefore, it cannot be said that the full and final settlement agreed between the parties cannot be relied upon at this stage and the applicant cannot demand for more money than the settled account. He, therefore, prays that the application preferred for appointment of the Arbitrator may be quashed and set aside. 12. I have considered the submissions made at the Bar and gone through the entire record of the case. 13. The Minutes of Meeting dated 20/21.11.2018 was mutually agreed upon between both the parties and the terms of full and final settlement were signed, however, on 22.11.2018, the applicant-Company sent an e-mail to the effect that the same was done in a hasty manner, therefore, it needs a re-look.
13. The Minutes of Meeting dated 20/21.11.2018 was mutually agreed upon between both the parties and the terms of full and final settlement were signed, however, on 22.11.2018, the applicant-Company sent an e-mail to the effect that the same was done in a hasty manner, therefore, it needs a re-look. Thereafter, on 29.11.2018, the e-mail sent by the applicant specifically speaks about the discussions held between the parties as well as the agreed terms and conditions of the settlement, thereby the applicant, in his own handwriting, added Condition No.12 in the Minutes of Meeting dated 20/21.11.2018 and that document was sent by the applicant to the respondents which can, by no stretch of imagination, be considered as an Agreement which was signed by both the parties in hot haste. Not only this, the amended Minutes of Meeting was sent by the applicant after the exchange of e-mails on 29.11.2018. The payments were made by the respondents and the same were received by the applicant from time to time without raising any dispute or without insisting the fact that the payments are not being made within a period of 10 days. After completion of the amount made by the respondents on four occasions as reflected in the tabular form in the preceding para of this order, the applicant sent an e-mail on 17.03.2019 again emphasizing for the payment to be made within a period of 10 days. Sending of this e-mail is of no consequence as well before that e-mail, the respondents have agreed to send the payments to the applicant which has been accepted. As far as the balance of payment is concerned, it is clear that certain conditions are required to be fulfilled by the applicant-Company in accordance with Para 8 of the Minutes of Meeting dated 20/21.11.2018 and the respondents are under an obligation to make the payment thereafter. 14. It is too late as on day to assume or presume that the signatory to the Minutes of Meeting dated 20/21.11.2018 was not aware of the contents of the same and hastily signed the papers. The signatory of the applicant-Company has tried to build up the arguments on the ground that under financial crunch and under pressure, he has signed the Minutes of Meeting and agreed to all those conditions given by the respondents is noted to be rejected.
The signatory of the applicant-Company has tried to build up the arguments on the ground that under financial crunch and under pressure, he has signed the Minutes of Meeting and agreed to all those conditions given by the respondents is noted to be rejected. The fact that on more than two occasions, the Minutes of Meeting dated 20/21.11.2018 were discussed between the parties and after threadbare discussion, the same were amended. This Court is of the view that once the full and final settlement has been arrived at between the parties, it cannot be reopened merely because one of the parties is facing the financial crunch. 15. In view of the discussions made above, I find that there exists no dispute between the parties and the same has been finalized as per the amended Minutes of Meeting dated 20/21.11.2018. 16. The applications are bereft of merit and the same are, therefore, dismissed. 17. However, on the request of learned counsel for the applicant-Company, it is open for the applicant to comply with the conditions of the Minutes of Meeting dated 20/21.11.2018 including Para 8 of the same and if the same is complied with on part of the applicant, the respondents shall make the payment within a period of two weeks thereafter.